Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Details | ||
Registrant Name | Living 3D Holdings, Inc. | |
Registrant CIK | 0000093205 | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2019 | |
Fiscal Year End | --12-31 | |
Trading Symbol | ltdh | |
Tax Identification Number (TIN) | 870451230 | |
Number of common stock shares outstanding | 70,697,043 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Small Business | true | |
Emerging Growth Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Contained File Information, File Number | 000-01900 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | Rm. 1801-02, Office Tower Two, Grand Plaza | |
Entity Address, Address Line Two | 625 Nathan Road | |
Entity Address, City or Town | Mongkok, Kowloon | |
Entity Address, Country | Hong Kong | |
City Area Code | 852 | |
Local Phone Number | 3563-9280 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 2,102 | $ 893 |
Accounts receivable | 2,240 | 4,095 |
Other receivable | 29 | 29 |
Total Current Assets | 4,371 | 5,017 |
Website Development Costs | 89,744 | 102,564 |
Property and equipment, net | 131 | 524 |
TOTAL ASSETS | 94,246 | 108,105 |
Current Liabilities | ||
Accrued liabilities and other payables | 309,786 | 228,707 |
Due to related parties | 542,217 | 519,267 |
Total Current Liabilities | 852,003 | 747,974 |
TOTAL LIABILITIES | 852,003 | 747,974 |
SHAREHOLDERS' DEFICIT | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $.001 par value, 290,000,000 shares authorized, 70,697,043 shares issued and outstanding at March 31, 2019 and December 31, 2018 | 70,697 | 70,697 |
Additional paid-in capital | (69,215) | (69,215) |
Accumulated deficit | (759,239) | (641,351) |
TOTAL SHAREHOLDERS' DEFICIT | (757,757) | (639,869) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 94,246 | $ 108,105 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 290,000,000 | 290,000,000 |
Common Stock, Shares, Issued | 70,697,043 | 70,697,043 |
Common Stock, Shares, Outstanding | 70,697,043 | 70,697,043 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Details | ||
Revenue | $ 709 | $ 2,564 |
Cost of Revenue | 14,963 | 0 |
Gross Profit (Loss) | (14,254) | 2,564 |
Operating Expenses | ||
General and administrative expenses | 103,634 | 33,470 |
Total Operating Expenses | 103,634 | 33,470 |
Net Loss | $ (117,888) | $ (30,906) |
Basic and Diluted Loss per Common Share | $ 0 | $ 0 |
Weighted Average Common Shares; Basic and Diluted | 70,697,043 | 70,697,043 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2017 | $ 70,697 | $ (69,215) | $ (418,008) | $ (416,526) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2017 | 70,697,043 | |||
Net Loss | $ 0 | 0 | (30,906) | (30,906) |
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2018 | $ 70,697 | (69,215) | (448,914) | (447,432) |
Shares, Outstanding, Ending Balance at Mar. 31, 2018 | 70,697,043 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2018 | $ 70,697 | (69,215) | (641,351) | (639,869) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2018 | 70,697,043 | |||
Net Loss | $ 0 | 0 | (117,888) | (117,888) |
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2019 | $ 70,697 | $ (69,215) | $ (759,239) | $ (757,757) |
Shares, Outstanding, Ending Balance at Mar. 31, 2019 | 70,697,043 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (117,888) | $ (30,906) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expenses | 13,213 | 13,213 |
Changes in operating assets and liabilities | ||
Accounts receivable | 1,855 | 4,693 |
Prepaid expense and other receivable | 0 | (29) |
Accrued liabilities and other payables | 101,521 | 18,859 |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (1,299) | 5,830 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayments to related party | (1,338) | (88,148) |
Proceeds from related party | 3,846 | 55,379 |
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 2,508 | (32,769) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,209 | (26,939) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 893 | 50,668 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 2,102 | 23,729 |
NON-CASH TRANSACTIONS | ||
Prepaid Expense, Current | 0 | 12,000 |
Operating expenses paid by related parties | 20,442 | 17,721 |
Supplementary Disclosure for Cash Flow Information: | ||
Income taxes paid | 0 | 0 |
Interest paid | $ 0 | $ 0 |
NOTE 1 - DESCRIPTION OF BUSINES
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION | NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION Living 3D Holdings, Inc. (“we”, “our”, the “Company”) is a Nevada corporation. On December 30, 2016, the Company entered into a share acquisition and exchange agreement (the "Share Acquisition and Exchange I") with Sugar Technology Group Holdings Corporation, a company incorporated in the British Virgin Islands (the “BVI”) on February 26, 2016 and has a wholly owned subsidiary, XYZMILL.COM Limited, which was incorporated on May 9, 2016. Sugar Technology Group Holdings Corporation and its subsidiary are collectively referred as Sugar. Under the Share Acquisition and Exchange I, the Company will issue an aggregate of 30,000,000 shares of its common stock at par value of $0.001 each to all of the shareholders of Sugar in exchange for all of the issued and outstanding stock of Sugar. The Share Acquisition and Exchange I was closed on January 5, 2017 and the 30,000,000 shares of the Company’s common stock were issued on January 4, 2017. As a result of the Share Acquisition and Exchange I, Sugar became the Company’s wholly-owned subsidiary. The acquisition of Sugar by the Company has been accounted for as business combination between entities under common control since the Company and Sugar are controlled by the same group of shareholders before and after the reorganization. Sugar is engaged in computer software development with major operations in Hong Kong and Mainland China. The Company focuses on the research and development of e-commerce platform, mobile game and virtual reality application. The e-commerce platform seeks to integrate web application with product manufacturing which will increase the productivity and efficiency of the operation. Along with the ever-increasing usage of the internet, our O2O e-commerce platform is expected to bring in more business opportunities to the manufacturer. With a view of diversifying its existing business, the Company has entered another share acquisition and exchange agreement (the "Share Acquisition and Exchange II") on December 4, 2017 with Hong Kong Cryptocurrency Exchange Limited (the “HKCCEX”), a company incorporated in Hong Kong Special Administrative Region on April 19, 2017. Under the Share Acquisition and Exchange II, the Company will issue an aggregate of 40,000,000 shares of its common stock at par value of $0.001 each to the shareholder of HKCCEX in exchange for all of the issued and outstanding stock of HKCCEX. The Share Acquisition and Exchange II was closed on December 28, 2017 and the 40,000,000 shares of the Company’s common stock were issued on the same day. As a result of the Share Acquisition and Exchange II, HKCCEX became the Company’s wholly-owned subsidiary. The acquisition of HKCCEX by the Company has been accounted for as business combination between entities under common control since the Company and HKCCEX are controlled by the same group of shareholders before and after the reorganization. The Company, through its subsidiary, HKCCEX, a FinTech company, focuses on developing no-frills software solution that facilitate the wide spread adoption of cutting edge technological ideas. The flagship product is a B2B cryptocurrency web based trading system featuring newsfeed, live quote, integrated CRM, agent management and accounting system. This web based trading system is then customized and provided to companies with previous experience in the financial, trading or similar fields allowing them to capture a new and existing market with minimum change to their current Modus Operandi. These companies have user right to the customized web based trading system, which allow their end-customers to trade cryptocurrency as registered users. For the sake of clarity, this report follows the English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example, the name of our Chief Executive Office will be presented as "Man Wah Stephen Yip," even though, in Chinese, his name would be presented as "Yip Man Wah Stephen". |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
Notes | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF PREPARATION AND PRINCIPLES OF CONSOLIDATION The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission ("SEC"). The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's latest annual report on Form 10-K filed with the SEC. The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations, cash flows and changes in shareholders’ deficit of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, 2018, as reported in the Form 10-K for the fiscal year ended December 31, 2018, have been omitted. B. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) On January 1, 2019, the Company adopted ASC Topic 842 using the modified retrospective approach and elected to utilize the Optional Transition Method. The adoption did not impact the Company’s previously reported consolidated financial statements nor did it result in a cumulative effect adjustment to retained earnings as of January 1, 2019. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
NOTE 3 - GOING CONCERN | NOTE 3 – GOING CONCERN The Company has a working capital deficit of $847,632 as of March 31, 2019 and has generated negative cash flows from operations for the period ended March 31, 2019. The Company also suffered recurring losses from operations. The Company is primarily funded by its Chief Executive Officer ("CEO") and principal shareholder. The Company will have to raise additional capital, including through the sale of equity securities, to support its operation and expansion. These conditions and uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
NOTE 4 - RELATED PARTY TRANSACT
NOTE 4 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
NOTE 4 - RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS The related parties consist of the following: Man Wah Stephen Yip, the Company’s CEO, a director and principal shareholder; So Ka Yan, the Company’s Secretary, a director, principal shareholder and the wife of Man Wah Stephen Yip; Wai Tak Edward Lau, the Company’s director; Due to Related Parties Due to related parties consists of the following: Man Wah Stephen Yip So Ka Yan Total Balance at December 31, 2018 $ 206,739 $ 312,528 $ 519,267 Expenses paid on behalf of the Company 13,500 6,942 20,442 Advances to the Company - 3,846 3,846 Less: Repayments received from the Company - (1,338) (1,338) Balance at March 31, 2019 $ 220,239 $ 321,978 $ 542,217 The amounts due to related parties represent expenses paid on behalf and advances received to support the operation of the Company. They are unsecured, bear no interest and are repayable on demand. Office Furnished by Related Parties The Company’s office in Hong Kong consists of approximately 400 square feet located at Room S, 2/F, Block D East Sun Industrial Center, 16 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong. This office is furnished to the Company by the CEO at no charge. The Company has another office which is situated at 10 th Floor, Si Toi Commercial Building, 32 Queen Street, Sheung Wan, Hong Kong. This office is furnished to the Company by Wai Tak Edward Lau, a director of the Company at no charge. Service Provided by Related Party Harris Yeung, a personal assistant of CEO, provided non-compensated book keeping service to the Company during the three months ended March 31, 2019 and for the year ended December 31, 2018. |
NOTE 5 - CONCENTRATION OF CREDI
NOTE 5 - CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS | 3 Months Ended |
Mar. 31, 2019 | |
Notes | |
NOTE 5 - CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS | NOTE 5 – CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS At March 31, 2019, customer E accounted for 100% of the accounts receivable. At December 31, 2018, customer B and E accounted for 63% and 37% of the accounts receivable, respectively. |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Policies | |
A. BASIS OF PREPARATION AND PRINCIPLES OF CONSOLIDATION | A. BASIS OF PREPARATION AND PRINCIPLES OF CONSOLIDATION The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with U.S. generally accepted accounting principles ("U.S. GAAP") have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission ("SEC"). The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's latest annual report on Form 10-K filed with the SEC. The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations, cash flows and changes in shareholders’ deficit of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, 2018, as reported in the Form 10-K for the fiscal year ended December 31, 2018, have been omitted. |
B. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | B. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) On January 1, 2019, the Company adopted ASC Topic 842 using the modified retrospective approach and elected to utilize the Optional Transition Method. The adoption did not impact the Company’s previously reported consolidated financial statements nor did it result in a cumulative effect adjustment to retained earnings as of January 1, 2019. |
NOTE 4 - RELATED PARTY TRANSA_2
NOTE 4 - RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Tables/Schedules | |
Schedule of Related Party Transactions | Due to related parties consists of the following: Man Wah Stephen Yip So Ka Yan Total Balance at December 31, 2018 $ 206,739 $ 312,528 $ 519,267 Expenses paid on behalf of the Company 13,500 6,942 20,442 Advances to the Company - 3,846 3,846 Less: Repayments received from the Company - (1,338) (1,338) Balance at March 31, 2019 $ 220,239 $ 321,978 $ 542,217 |
NOTE 1 - DESCRIPTION OF BUSIN_2
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) - Common Stock - $ / shares | Dec. 04, 2017 | Jan. 04, 2017 |
Sugar Technology Group Holdings Corporation | ||
Stock Issued During Period, Shares, Acquisitions | 30,000,000 | |
Shares Issued, Price Per Share | $ 0.001 | |
Hong Kong Cryptocurrency Exchange Limited | ||
Stock Issued During Period, Shares, Acquisitions | 40,000,000 | |
Shares Issued, Price Per Share | $ 0.001 |
NOTE 3 - GOING CONCERN (Details
NOTE 3 - GOING CONCERN (Details) | Mar. 31, 2019USD ($) |
Details | |
Working Capital Deficit | $ (847,632) |
NOTE 4 - RELATED PARTY TRANSA_3
NOTE 4 - RELATED PARTY TRANSACTIONS: Schedule of Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Due to related parties | $ 519,267 | |
Operating expenses paid by related parties | 20,442 | $ 17,721 |
Proceeds from related party | 3,846 | $ 55,379 |
Less: Repayments received from the Company | (1,338) | |
Due to related parties | 542,217 | |
Man Wah Stephen Yip | ||
Due to related parties | 206,739 | |
Operating expenses paid by related parties | 13,500 | |
Proceeds from related party | 0 | |
Less: Repayments received from the Company | 0 | |
Due to related parties | 220,239 | |
So Ka Yan | ||
Due to related parties | 312,528 | |
Operating expenses paid by related parties | 6,942 | |
Proceeds from related party | 3,846 | |
Less: Repayments received from the Company | (1,338) | |
Due to related parties | $ 321,978 |
NOTE 4 - RELATED PARTY TRANSA_4
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)ft² | |
Executive office | ft² | 400 |
Man Wah Stephen Yip | |
Rent expense | $ | $ 0 |
NOTE 5 - CONCENTRATION OF CRE_2
NOTE 5 - CONCENTRATION OF CREDIT RISKS AND MAJOR CUSTOMERS (Details) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2019 |
Revenue Benchmark | Customer B,E | ||||
Concentration Risk, Percentage | 100.00% | 100.00% | ||
Accounts Receivable | Customer E | ||||
Concentration Risk, Percentage | 37.00% | 100.00% | ||
Accounts Receivable | Customer B | ||||
Concentration Risk, Percentage | 63.00% |